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INTERPRETATION
1.1 In these Terms:
"Buyer" means the person, company, organisation or body that accepts the
Seller's quotation for the sale of the Goods or whose order for the Goods
is accepted by the Seller
"Contract" means the contract for the purchase and sale of the Goods
"Goods" means the goods (including any installment of the goods or any
parts for them) which the Seller is to supply in accordance with these
Terms
“Seller” means Newworld Technology Ltd trading as
VanGadgets.co.uk in England under number 3458035
"Terms" means the standard conditions of sale set out in this document and
(unless the context otherwise requires) includes any special terms and
conditions agreed in Writing between the Buyer and the Seller
"Writing" and any similar expression includes e-mail facsimile
transmission and comparable means of communication
1.2 Any reference in these Terms to a provision of a statute shall
be construed as a reference to that provision as amended, re-enacted or
extended at the relevant time
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods,
subject to these Terms, which shall govern the Contract to the exclusion
of any other terms and conditions subject to which any quotation is
accepted or purported to be accepted, or any order is made or purported to
be made, by the Buyer. No variation to these Terms shall be binding unless
agreed in Writing between the authorised representatives of the Buyer and
the Seller
2.2 The Contract shall (subject to these Terms in either case)
comprise either the Seller's quotation if accepted by the Buyer or the
Buyer's verbal or written order received by telephone, mail, e-mail or
facsimile and the Seller's subsequent written acknowledgement of the order
or by delivery of the Goods
2.3 The Seller's employees or agents are not authorised to make any
representations concerning the Goods unless confirmed by the Seller in
Writing. In entering into the Contract the Buyer acknowledges that it does
not rely on any such representations which are not so confirmed, but
nothing in these Terms affects the liability of either party for
fraudulent misrepresentation
2.4 Any advice or recommendation given by the Seller or its
employees or agents to the Buyer or its employees or agents as to the
storage, application, installation or use of the Goods which is not
confirmed in Writing by the Seller is followed or acted on entirely at the
Buyer's own risk, and accordingly the Seller shall not be liable for any
such advice or recommendation which is not so confirmed
2.5 Any typographical, clerical or other error or omission in any
sales literature, quotation, price list, acceptance of offer, invoice or
other document or information issued by the Seller shall be subject to
correction without any liability on the part of the Seller
2.6
All
Goods are sold under the manufacturer’s guarantee.
2.7
Orders are submitted by the Buyer and accepted by the Seller on a trade
basis. Any Buyer acting for purposes outside its business shall notify the
Seller in writing in advance of placing any order and proceed only upon
receipt of written approval from the Seller.
3.
ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted
by the Seller unless and until either confirmed in Writing by the Seller's
authorised representative or by delivery of the Goods
3.2 The Buyer shall be responsible to the Seller for ensuring the
accuracy of the terms of any order (including any applicable
specification) submitted by the Buyer, and for giving the Seller any
necessary information relating to the Goods within a sufficient time to
enable the Seller to perform the Contract in accordance with its terms
3.3 If the Goods are to be manufactured or any process is to be
applied to the Goods by the Seller in accordance with a specification
submitted by the Buyer, the Buyer shall indemnify the Seller against all
loss, damages, costs and expenses awarded against or incurred by the
Seller in connection with or paid or agreed to be paid by the Seller in
settlement of any claim for infringement of any patent, copyright, design,
trade mark or other industrial or intellectual property rights of any
other person which results from the Seller's use of the Buyer's
specification
3.4 The Seller reserves the right to make any changes in the
specification of the Goods which are required to conform with any
applicable statutory or EU requirements or, where the Goods are to be
supplied to the Seller's specification, which do not materially affect
their quality or performance
3.5 No order which has been accepted by the Seller may be cancelled
by the Buyer except with the agreement in Writing of the Seller and on
terms that the Buyer shall indemnify the Seller in full against all loss
(including loss of profit), costs (including the cost of all labour and
materials used), damages, charges and expenses incurred by the Seller as a
result of cancellation
3.6 The Goods may in whole or part comprise products such as window
grilles or key operated security products which are designed to act as a
deterrent against theft from certain types and models of vehicles. Such
products are designed only as a deterrent to theft and the Seller shall be
under no liability to the Buyer in the event that the Goods fail to
prevent a theft from or of a vehicle or damage to a vehicle itself.
3.7 The Goods may in whole or part comprise bulkheads designed for
specified vehicles. Such products are not sold by the Seller as a primary
safety device but as a deterrent to theft and can only help safeguard
against shifting loads and other objects when used in conjunction with
further safety equipment that has been approved of in writing by the
Seller specifically for this purpose. Such further safety equipment must be installed and operated by
persons approved of in writing by the Seller specifically for this purpose and on terms that the Buyer indemnifies
the Seller against all loss, damages, charges or expenses incurred by the
Buyer as a result of failure, malfunction or incorrect application. The
Seller shall be under no liability to the Buyer in the event that such a
bulkhead fails to prevent injury or damage whether as a result of shifting
loads in a vehicle or otherwise
3.8 Where the Seller agrees to replace all or part of the Goods at
the request of the Buyer then:-
3.8.1 the Buyer shall arrange at its cost and risk for the return
of the Goods to be replaced to the Seller's place of business such Goods
to be returned undamaged unused and in their original packaging; and
3.8.2 the Buyer shall pay to the Seller any difference in price
between the returned Goods and the replacement Goods and the Buyer shall
reimburse to the Seller the cost of packaging, processing and delivery of
the replacement Goods all such payments to be made in accordance with
these Terms and the Contract
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller's quoted price or,
where no price has been quoted (or a quoted price is no longer valid), the
price listed in the Seller's published price list current at the date of
acceptance of the order or quotation (as the case may be). Where the Goods
are supplied for export from the United Kingdom, the Seller's published
export price list shall apply. All prices quoted are valid for 30 days
only or until earlier acceptance by the Buyer, after which time they may
be altered by the Seller without giving notice to the Buyer
4.2 The Seller reserves the right, by giving notice to the Buyer at
any time before delivery, to increase the price of the Goods to reflect
any increase in the cost to the Seller which is due to any factor beyond
the control of the Seller, any change in delivery dates, quantities or
specifications for the Goods which is requested by the Buyer, or any delay
caused by any instructions of the Buyer or failure of the Buyer to give
the Seller adequate information or instructions
4.3 Except as otherwise stated in the Seller's quotation or in any
price list of the Seller, and unless otherwise agreed in Writing between
the Buyer and the Seller, all prices given by the Seller are exclusive of
delivery to the place of delivery detailed in the Contract provided such
place is in England, Wales or Scotland (an additional charge to the price
quoted or listed in any price list will be made by the Company for
delivery to certain parts of Scotland including the Scottish Highlands).
If the place of delivery is outside of England, Wales or Scotland then
unless otherwise agreed in Writing between the Buyer and the Seller, all
prices given by the Seller are on an ex works basis, and where the Seller
agrees to deliver the Goods otherwise than at the Seller's premises, the
Buyer shall be liable to pay the Seller's charges for transport, packaging
and insurance
4.4 The price is exclusive of any applicable value added tax, which
the Buyer shall be additionally liable to pay to the Seller unless
otherwise stated
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the
Buyer and the Seller, the Seller may invoice the Buyer for the price of
the Goods prior to delivery, upon delivery, or at any time after delivery
of the Goods, unless the Goods are to be collected by the Buyer or the
Buyer wrongfully fails to take delivery of the Goods, in which event the
Seller shall be entitled to invoice the Buyer for the price at any time
after the Seller has notified the Buyer that the Goods are ready for
collection or (as the case may be) the Seller has tendered delivery of the
Goods
5.2 The Buyer shall pay the price of the Goods (without any other
deduction) no later than the last day of the calendar month following the
date of invoice, and the Seller shall be entitled to recover the price,
notwithstanding that delivery may not have taken place and the property in
the Goods has not passed to the Buyer. The time of payment of the price
shall be of the essence of the Contract. Receipts for payment will be
issued only upon request
5.3 If the Buyer fails to make any payment on the due date then,
without limiting any other right or remedy available to the Seller, the
Seller shall be entitled to:-
5.3.1 cancel the Contract or suspend any further deliveries to the
Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the
Goods (or the goods supplied under any other contract between the Buyer
and the Seller) as the Seller may think fit (notwithstanding any purported
appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any
judgement) on the amount unpaid, at the rate of 5 per cent per annum above HSBC Bank plc base rate from time to time, until payment in full is made
(a part of a month being treated as a full month for the purpose of
calculating interest)
5.4 Notwithstanding any other provision of these Terms the Seller
reserves the right at its absolute discretion from time to time to require
payment in full of the price of the Goods before delivery of all or any of
the Goods
5.5 Any discounts given to the Buyer by the Seller in relation to
the price of the Goods are conditional upon payment for the Goods being
made strictly in accordance with the Contract and these Terms
6. DELIVERY
6.1 Delivery of the Goods shall be made by the Seller delivering
the Goods to the place of delivery detailed in the Contract provided that
if the place of delivery detailed in the Contract is outside England,
Wales or Scotland the delivery shall be made by the Buyer collecting the
Goods from the Seller's premises at any time after the Seller has notified
the Buyer that the Goods are ready for collection, or if some other place
for delivery is agreed by the Seller, by the Seller delivering the Goods
to that place
6.2 Any dates quoted for delivery of the Goods are approximate only
and the Seller shall not be liable for any delay in delivery of the Goods
however caused. Time for delivery shall not be of the essence of the
Contract unless previously agreed by the Seller in Writing. The Goods may
be delivered by the Seller in advance of the quoted delivery date on
giving reasonable notice to the Buyer
6.3 Where the Goods are to be delivered in installments, each
delivery shall constitute a separate contract and failure by the Seller to
deliver any one or more of the installments in accordance with these Terms
or any claim by the Buyer in respect of any one or more installments shall
not entitle the Buyer to treat the Contract as a whole as repudiated
6.4 If the Seller fails to deliver the Goods (or any installment)
for any reason other than any cause beyond the Seller's reasonable control
or the Buyer's fault, and the Seller is accordingly liable to the Buyer,
the Seller's liability shall be limited to the excess (if any) of the cost
to the Buyer (in the cheapest available market) of similar goods to
replace those not delivered over the price of the Goods
6.5
The
Buyer shall inspect the Goods at the time and point of delivery and shall
reject any damaged or defective Goods accordingly by declining to accept
any such delivery. The Goods shall be deemed delivered upon receipt of
signature at the delivery address specified by the Buyer. The Buyer shall
be responsible for ensuring that the delivery address is secure and that
only the Buyer's authorised representative can accept delivery. if the
Buyer or their authorised representative is not present at the delivery
address at the time of delivery, the Buyer may leave written and signed
instructions for the goods to be left unattended at the delivery address
or to be delivered to alternative nearby premises. In such instances the
written instructions shall be signed by the Buyer and left in a location
where they can be retained by the delivery driver/operator. If goods are
left in accordance with the Buyer's written instructions, this is at the
Buyer's own risk and neither the Seller or the Carrier shall be liable
in any instances of subsequent theft of the goods or where damage may
subsequently be found to have occurred to the goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to
give the Seller adequate delivery instructions at the time stated for
delivery (otherwise than by reason of any cause beyond the Buyer's
reasonable control or by reason of the Seller's fault) then, without
limiting any other right or remedy available to the Seller, the Seller
may:-
6.6.1 store the Goods until actual delivery and charge the Buyer
for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and
(after deducting all reasonable storage and selling expenses) account to
the Buyer for the excess over the price under the Contract or charge the
Buyer for any shortfall below the price under the Contract
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer
at the time of delivery or, if the Buyer fails to take delivery
of the Goods or refuses to take delivery of the goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods,
or any other provision of these Terms, the property in the Goods shall not
pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of:-
7.2.1 the Goods;
7.2.2 and all other goods agreed to be sold by the Seller to the
Buyer for which payment is then due;
7.3 Until such time as the property in the Goods passes to the
Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and
bailee, and shall keep the Goods separate from those of the Buyer and
third parties and properly stored, protected and insured and identified as
the Seller's property but shall be entitled to resell or use the Goods in
the ordinary course of its business
7.4 Until such time as the property in the Goods passes to the
Buyer (and provided the Goods are still in existence and have not been
resold), the Seller shall be entitled at any time to require the Buyer to
deliver up the Goods to the Seller and, if the Buyer fails to do so
forthwith, to enter upon any premises of the Buyer or any third party
where the Goods are stored and repossess the Goods
7.5 The Buyer shall not be entitled to pledge or in any way charge
by way of security for any indebtedness any of the Goods which remain the
property of the Seller, but if the Buyer does so all moneys owing by the
Buyer to the Seller shall (without prejudice to any other right or remedy
of the Seller) forthwith become due and payable
8. SEVEN DAY RETURN POLICY
8.1 The Seller shall offer all Goods for sale under a seven day
term of approval during which the Buyer may return the Goods to the Seller
and receive a full refund of the purchase price subject to the following
conditions:
8.1.1 The Buyer shall notify the seller at least one working day in
advance of returning any Goods to receive dispatch instructions from the
Seller.
8.1.2 All Goods returned under the seven day return policy shall be
received at the Sellers depot or other depot nominated by the Seller on or
before the seventh day following receipt of delivery by the Buyer.
8.1.3 The Buyer shall be responsible for dispatching the returned
Goods to the Seller's nominated depot under the seven day return policy.
The Seller may however, at the buyers request and at its own discretion,
arrange for the collection and return of Goods the cost of which shall be
charged to the Buyer.
8.1.4 The Buyer shall ensure that Goods are returned in unused and undamaged condition along with the original packaging that accompanied the order. (All electronic equipment must be returned in uninstalled condition, having been tested only. Where electronic equipment has been installed, at our
discretion, it may be deemed non re-saleable).
8.1.5 The Buyer shall include along with the Goods any written
material or instructions supplied with the Goods and any copy of invoice
or return note supplied by the Seller.
8.1.6 The Seller may instruct the Buyer to return Goods under the
seven day return policy to the nominated depot of a supplier,
manufacturing partner or other UK trade associate for inspection where the
carriage charge would not exceed the cost of sending the goods directly
back to the Seller. In these instances the Seller shall then pay the cost
of forwarding the returned Goods from the inspection depot to the Sellers
returns depot.
8.2 Orders for bespoke Goods that are made to the Buyers
specification or modified according to the Buyer's specification or
instructions or selected from a range of specifications offered by the
Seller are excluded from the seven day return policy including (although
not exclusively) orders where the goods comprise of seats, toolbox seats,
load liners, hand wash/sink units, ply lining kits, racking systems, reversing camera systems,
tube carriers, locks, seat covers
and bumper bars. At Newworld Technology's discretion, locks may be
returned within the seven day return policy but are subject to 20% (of
the total 'vat exclusive' invoice charge) re-stocking charge where these have been
supplied as keyed-alike sets of more than two units.
8.3 Orders for Goods requiring special warehousing conditions or
dispatch procedures or for multiple quantities of Goods or quantities of
Goods not normally held in stock are excluded under the seven day return
policy.
8.4 Delivery charges are non-refundable under the seven day return
policy.
8.5 The Seller shall be under no obligation or implied obligation
to exchange Goods or offer any refund where the Goods or the
circumstances of the sale are excluded under these terms. The Seller shall
not be liable for any loss, damage, claims or expenses whether direct or
indirect arising from instances where the offer of a refund or exchange of
Goods is not received or is declined.
9. LIMITATION OF LIABILITY
9.1 The Seller warrants subject to these Terms (including
paragraphs 3.6 and 3.7) that the Goods will be free from defects in
materials or workmanship at the time of delivery provided that the Seller
shall be under no liability:-
9.1.1 in respect of any defect in the Goods arising from any
drawing, design or specification supplied by the Buyer;
9.1.2 in respect of any defect in the Goods arising from fair wear
and tear, willful damage, negligence, abnormal working conditions, failure
to follow the Seller's instructions (whether oral or in writing), misuse
or alteration or repair of the Goods without the Seller's approval;
9.2 Subject as expressly provided in these Terms, and except where
the Goods are sold to a person dealing as a consumer (within the meaning
of the Unfair Contract Terms Act 1977), all warranties, conditions or
other terms implied by statute or common law are excluded to the fullest
extent permitted by law
9.3 Where the Goods are sold under a consumer transaction (as
defined by the Consumer Transactions (Restrictions on Statements) Order
1976) the statutory rights of the Buyer are not affected by these Terms
9.4 Any claim by the Buyer which is based on any defect in the
quality or condition of the Goods or their failure to correspond with
specification shall (whether or not delivery is refused by the Buyer) be
notified to the Seller within 3 days (extended to 28 days for seat covers) from the date of delivery. If
delivery is not refused, and the Buyer does not notify the Seller
accordingly, the Buyer shall not be entitled to reject the Goods and the
Seller shall have no liability for such defect or failure, and the Buyer
shall be bound to pay the price as if the Goods had been delivered in
accordance with the Contract. In no event shall the Buyer be entitled to
reject the Goods on the basis of any defect or failure which is so slight
that it would be unreasonable for him to reject them
9.5 Where a valid claim in respect of any of the Goods which is
based on any defect in the quality or condition of the Goods or their
failure to meet specification is notified to the Seller in accordance with
these Terms, the Seller may replace the Goods (or the part in question)
free of charge or, at the Seller's sole discretion, refund to the Buyer
the price of the Goods (or a proportionate part of the price), in which
case the Seller shall have no further liability to the Buyer
9.6 Except in respect of death or personal injury caused by the
Seller's negligence, or liability for defective products under the
Consumer Protection Act 1987, the Seller shall not be liable to the Buyer
by reason of any representation (unless fraudulent), or any implied
warranty, condition or other term, or any duty at common law, or under the
express terms of the Contract, for loss of profit or for any indirect,
special or consequential loss or damage, costs, expenses or other claims
for compensation whatsoever (whether caused by the negligence of the
Seller, its employees or agents or otherwise) which arise out of or in
connection with the supply of the Goods (including any delay in supplying
or any failure to supply the Goods in accordance with the Contract or at
all) or their use or resale by the Buyer, and the entire liability of the
Seller under or in connection with the Contract shall not exceed the price
of the Goods, except as expressly provided in these Terms
9.7 The Seller shall not be liable to the Buyer or be deemed to be
in breach of the Contract by reason of any delay in performing, or any
failure to perform, any of the Seller's obligations in relation to the
Goods, if the delay or failure was due to any cause beyond the Seller's
reasonable control including strikes, lock-outs or other industrial
actions or trade disputes (whether involving employees of the Seller or of
a third party)
10. INSOLVENCY OF BUYER
10.1 This clause applies if:-
10.1.1 the Buyer makes a voluntary arrangement with its creditors or
(being an individual or firm) becomes bankrupt or (being a company)
becomes subject to an administration order or goes into liquidation
(otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed,
of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on
business; or
10.1.4 the Seller reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Buyer and notifies
the Buyer accordingly
10.2 If this clause applies then, without limiting any other right
or remedy available to the Seller, the Seller may cancel the Contract or
suspend any further deliveries under the Contract without any liability to
the Buyer, and if the Goods have been delivered but not paid for the price
shall become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary
11. GENERAL
11.1 Any notice required or permitted to be given by either party
to the other under these Terms shall be in Writing addressed to that other
party at its registered office or principal place of business or such
other address as may at the relevant time have been notified pursuant to
this provision to the party giving the notice
11.2 No waiver by the Seller of any breach of the Contract by the
Buyer shall be considered as a waiver of any subsequent breach of the same
or any other provision
11.3 If any provision of the Contract is held by a court or other
competent authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of the Contract and the remainder of the
provision in question shall not be affected
11.4 The Contract shall be governed by the laws of England and the
Buyer agrees to submit to the non-exclusive jurisdiction of the English
Courts
11.5 Each Contract will only confer rights and benefits on the
Buyer and no third party will acquire any rights or benefits under the
Contract
For
further details or to discuss specific requirements, contact:
VanGadgets.co.uk 79 High Street, Walton on Thames, Surrey, KT12 1DN.
Tel:
0870 383 33 88 Fax:
01932 22 60 53
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